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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K
[X] Form 20-F
[ ] Form 11-K
[ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 2001
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
N/A
______________________________________________________________________________
PART I -- REGISTRANT INFORMATION
_______________________________________________________________________________
Full Name of Registrant
MADGE NETWORKS N.V.
_______________________________________________________________________________
Former Name if Applicable
N/A
_______________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Transpolis Schipol Airport, Polaris Avenue 23,
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_______________________________________________________________________________
City, State and Zip Code
2132 JH Hoofddorp, The Netherlands
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth;
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
As previously announced, Madge Networks has determined to cease funding
the operations of its Madge.web business and to seek a sale of the business as a
going concern. In order to enhance the likelihood that the Company could sell
the Madge.web business as a going concern, on April 27, 2001, Madge.web Ltd., a
United Kingdom company, entered into Administration in accordance with English
law and, on May 15, 2001, Madge SE Asia Pte Ltd., the Singapore Madge.web
subsidiary, similarly entered into Interim Judicial Management under the laws of
Singapore. These processes are broadly similar to that of Chapter 11
reorganization under U.S. law.
The Company then announced on June 12, 2001 that it had signed a letter
of intent to sell the Madge.web global trader voice business and that it is
unlikely the Company would be able to sell the rest of the Madge.web business as
a going concern. Accordingly Madge.web B.V., the Madge.web Dutch registered
European sales subsidiary successfully applied to the Dutch courts for an
insolvent liquidation.
Under generally accepted accounting principles, the Madge.web business
must now be accounted for as discontinued operations and the Company is in the
process of re-stating its 2000 financial results and balance sheet, as well as
its 1998 and 1999 statements of operations. The Company believes that there is
insufficient certainty with regard to the current situation of
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Madge.web, any sale of part of this business and the impact on the overall
financial position of Madge Networks (which is a creditor of Madge.web, as well
as a guarantor of certain Madge.web liabilities), to make it possible to
finalize the Form 20-F within the prescribed time period.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Christopher Bradley + 44 1753 661172
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceeding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
Yes [X] No [ ]
______________________________________________________________________________
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes [X] No [ ]
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Under generally accepted accounting principles, the Madge.web business
must now be accounted for, by the Company, as discontinued operations and the
Company expects that its results of operations will reflect a significant change
from the corresponding period for the last fiscal year as a result. The effect
of this is still being calculated as it depends upon the amount the Company will
receive upon a sale of its Madge.web global trader voice business, any other
Madge.web assets the Company is able to dispose of and the extent to which the
Company is able to mitigate its liabilities under Madge.web contracts and
guarantees it has entered into.
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Set forth below are the Company's estimate of its results of operations for the
fiscal year ended December 31, 2000 as compared to the fiscal year ended
December 31, 1999:-
Fiscal year ended December 31,
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US Dollars (in thousands) 2000 1999
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Net sales 125,909 166,677
Loss from continuing operations (2,207) (5,702)
Loss from operations of discontinued business and (149,342) (34,611)
provision for operating losses during sale period --------- -------
Net loss (151,549) (40,313)
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Madge Networks N.V.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date June 28, 2001 By /s/ Robert Madge.
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Chairman and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant of
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTERNATIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate
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information that has been correctly furnished. The form shall be clearly
identified as an amended notification.
5. Electronic filers. This form
shall not be used by electronic filers unable to timely file a report solely due
to electronic difficulties. Filers unable to submit a report within the time
period prescribed due to difficulties in electronic filing should comply with
either Rule 201 or Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (ss.232.13(b) of this Chapter).
http://www.sec.gov/divisions/corpfin/forms/12b-25.htm
Last update: 07/20/2000